UNITED STATES  

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-A

 

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES  

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

Walgreens Boots Alliance, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 
   
Delaware 47-1758322
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
   

108 Wilmot Road

Deerfield, Illinois 

60015
(Address of Principal Executive Offices) (Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

to be so Registered 

 

Name of Each Exchange on Which

Each Class is to be Registered 

2.125% Walgreens Boots Alliance, Inc. notes due 2026   The Nasdaq Stock Market LLC
2.875% Walgreens Boots Alliance, Inc. notes due 2020   The Nasdaq Stock Market LLC
3.600% Walgreens Boots Alliance, Inc. notes due 2025   The Nasdaq Stock Market LLC
 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x 

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨ 

 

Securities Act registration statement file number to which this form relates: 333-

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 
 
 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby consist of: 2.125% notes due 2026 of Walgreens Boots Alliance, Inc., a Delaware corporation (“WBA”), 2.875% notes due 2020 of WBA, and 3.600% notes due 2025 of WBA (collectively, the “Notes”), each issued pursuant to the indenture dated as of November 18, 2014 between WBA and Wells Fargo Bank, National Association, as trustee, (the “Indenture”). The form of each series of Notes are incorporated by reference to Exhibits 4.2, 4.3 and 4.4, respectively, hereto.

 

WBA hereby incorporates by reference the description of its securities to be registered hereunder contained in the Prospectus dated November 3, 2014 under “Description of Securities” and in the Prospectus Supplement dated November 10, 2014, under “Description of the Notes,” filed with the Securities and Exchange Commission (the “Commission”) on November 12, 2014 under Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Act”), pursuant to a Registration Statement on Form S-3 (No. 333–198773), as amended, previously filed with the Commission under the Act.

 

Item 2. Exhibits.

 

4.1. Indenture between Walgreens Boots Alliance, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Walgreen Co.’s Current Report on Form 8-K filed on November 18, 2014, Exhibit 4.1).

 

4.2. Form of 2.875% Walgreens Boots Alliance, Inc. notes due 2020 (incorporated by reference to Walgreen Co.’s Current Report on Form 8-K filed on November 20, 2014, Exhibit 4.2).

 

4.3. Form of 3.600% Walgreens Boots Alliance, Inc. notes due 2025 (incorporated by reference to Walgreen Co.’s Current Report on Form 8-K filed on November 20, 2014, Exhibit 4.3).

 

4.4. Form of 2.125% Walgreens Boots Alliance, Inc. notes due 2026 (incorporated by reference to Walgreen Co.’s Current Report on Form 8-K filed on November 20, 2014, Exhibit 4.4).

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

  Walgreens Boots Alliance, Inc.  
     
Date: December 21, 2018 By:  

/s/ Joseph B. Amsbary, Jr. 

  Name:   Joseph B. Amsbary, Jr.  
  Title:   Vice President and Corporate Secretary